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[Xavier]
Mutants. Since the discovery
of their existence...

they have been
regarded with fear...

suspicion, often hatred.

Across the planet, debate rages.

Are mutants the next link
in the evolutionary chain...

or simply a new species
of humanity...

fighting for their share
of the world?

Either way,
it is an historical fact:

Sharing the world
has never been humanity's
defining attribute.

[Whirring]

[Woman]
"We are not enemies, but friends.

"We must not be enemies.

"Though passion
may have strained...

it must not break the bonds
of our affection."

Lincoln said that
in his first inaugural address
as our nation's 16th president.

It's one of my favorites.

So, if you’ll please
have your tickets ready...

we can begin the tour.

Jackie, could you clear
my schedule this evening?

I wanna have dinner
with my son.
Yes, Mr. President.

[Whooshing]

Excuse me, sir.
Are you lost?

Perimeter breach
at visitor's checkpoint.

[Whooshing]
Multiple subjects.

Mr. President, security breach.
Jackie, leave. Let's get him
out to the car.

[Whooshing]

Exit's not clear.
We don't know
how many there are.

Post five. Secure.
[Whooshing]

[Grunts]

[Bullets Ricocheting]

- There's something in the corridor.
- To the shelter.

Negative! Not clear!

- [Growls]
- [Gunshots]

- It's outside the oval office.
- Lock this place down!

- Don't shoot!
- There!

[Gunfire, Muffled]
[Thud]

[Man Yells]
[Gunfire Continues]

- [Whooshing]
- [Gunfire]

- [Whooshing]
- [Man Grunts]

[Gunfire Dies Out]

- [Clatter Above]
- [Whooshing]

[Thud]

[Screams]

[Grunts]
My God.

[Hissing]

- [Gunshot]
- [Gasps]

[Bird Shrieks]

[Wolf Howling]

Neanderthals. We once believed
that they were wiped out...

by years of conflict
with a much more advanced
branch of humanity...

called Cro-Magnon man.

But recent research
into our own DNA...

suggests that these two species
may have interbred...

evolving into modern humans.

In other words, into what?
[Children]
Us.

Us. Right.

Artie, not here.

[Recording Of Monstrous Roar]

[Narrator On TV Talking]

Come on.
Pay attention.

[Narration Continues]

[Hushed Voices]

[Man]
Makes me insane
when she does this.

- [Indistinct Whispering]
- What are you looking at, you sick—

- [Indistinct Whispering]
- [Man] Busted my lip.

- [Man #2] I have cancer.
- [Man #3] To the shelter!

- [Man #4] No!
- [Boy] Hi.

- [Woman] They're gonna kill—
- [Cacophony Of Voices]

What's wrong with this?
It doesn't work.

[Whispering, Indistinct]

Jean? You okay?
[Stops]
Yeah.

Yeah, I'm fine.

It's just, uh—
just a headache.

It's not just a headache,
is it?

Listen,
l— I wasn't really
sure how to say this...

but ever since Liberty Island,
you've been—
Scott.

You've been different.

My telepathy's been off lately.

I can't seem to focus.
I can hear everything.
It's not just your telepathy.

A month ago, you had to concentrate
just to levitate a book
or a chair across the room.

Now, when you have a nightmare,
the entire bedroom shakes.

My dreams are getting worse.

Scott.

I keep feeling something terrible
is about to happen.

I would never let anything
happen to you.

Hey. Have you guys
seen Bobby and Rogue?

Something's happening
in the food court.

My brother asked you
a simple question.
Why are you being such a dick?

Yeah, why are you
being such a dick?
[Metallic Clinking]

[Boy]
Because I can.
[Snickers]

[Boy #2]
Can I have a light?

Hmm.

- Sorry. I can't help you out, pal.
- [Rogue] John, knock it off.

- [Laughing]
- [Bobby] Why don't
you stop showing off?

[John] For her?
I can't help it if your
girlfriend's getting excited.

- [Bobby] I don't think
she's getting excited.
- Trying to have a good time.

I think you're the only one
having a good time.

Hey!

That's real cute, man.
What are you gonna do?

[Chuckles]
Suddenly,
you're not so tough.

[Gasps]

- [Commotion]
- [Laughing]

- [Bystanders Murmuring]
- [Breathing Heavily]

[Bystanders Silenced]

[Woman On Cell Phone]
Hello? Honey, can you hear me?

[Rogue]
Bobby, what did you do?

I didn't do this.
[Xavier]
No.

I did.

And the next time you
feel like showing off, don't.

[Man On TV]
Breaking news. We're coming
to you live from Washington...

where there's been
an attack in the Oval Office
of the White House.

Details are still coming in,
but we have been informed...

that the president
and vice-president
were not harmed.

Sources say the attack
involved one or more mutants.

[Scott] I think
it's time to leave, Professor.

Authorities have closed off-
[Xavier]
I think you're right.

- Yearrgh! Unh!
[Breathing Heavily]
- [Commotion]

My opinion?
Magneto's behind this.

No. I don't
think so, Scott.

While Eric is capable
of organizing something
like this from prison...

for him
it would be irrational.

It would only hurt his goal
of mutant prosperity.

You mean superiority.
You're right.

- If Eric had his way—
- Of course, you know how
the government will respond.

They'll reintroduce
the Registration Act.

Or worse. The president could
declare a state of emergency.

Place every mutant
in the country under arrest.

Do you think the assassin
was working alone?

Well, we'll only know that
if we find him before
the authorities do.

I've been trying to
track him using Cerebro...

but his movements
are inexplicably erratic.

When I have
more exact coordinates...

Storm, Jean,
I'll need you to take the jet
and try and pick him up.

It was close, wasn't it?

Closer than anyone's admitted.

What do you need,
William?
Just your authorization...

for a special operation.

Uh, no, thank you,
Mr. President.

And somehow I thought
you were here to talk
about school reform.

Funny you should say that,
Mr. President.

[President]
Senator.
Mr. President.

- Thank you for having me.
- Senator Kelly, this is Colonel William Stryker.

- How do you do?
- His department has been dealing
with the mutant phenomenon...

since before my time.

As I recall,
you were a staunch supporter of
the Registration Act, Senator.

It seems your ideas
on the mutant problem
have changed recently.

For the best,
I hope.

So, what are you proposing,
Mr. Stryker?

Uh, may I,
Mr. President?

[Knuckles Cracking]

[Cracking Continues]

We've managed to gather evidence
of a mutant training facility...

in the Salem region
of upstate New York.

Where did you
get this information?

Interrogation of one of
the mutant terrorists...

from the Liberty Island
incident.

Eric? Eric Lehnsherr?

You have access to him?
[Stryker]
Magneto. Yes.

We developed the technology
that built his plastic prison.

- This facility is a school.
- Sure it is.

What the hell is that?
Ajet.

- What kind of jet?
- We don't know...

but it comes up
out of the basketball court.

[Stryker]
If we’d been allowed to do our jobs,
Mr. President, before this incident—

All right. Listen.

William, you enter,
you detain, you question...

but the last thing
we need to see...

is the body of a mutant kid
on the 6:00 news.

Mr. Stryker.
Senator Kelly.

This is Yuriko,
my personal assistant.

Quite a handshake.
What can
I do for you?

Uh, Eric Lehnsherr's prison.
I'd like to arrange a visit
if possible.

It isn't a petting zoo,
Senator.

In this conflict,
he is the enemy.

You're just a spectator.
So why don't you sit
this one out, all right?

Conflict? Mr. Stryker,
do you really want to turn this
into some kind of war?

I was piloting black-ops
missions in the jungles
of North Vietnam...

while you were sucking
on your mama's tit
at Woodstock, Kelly.

Don't lecture me
about war.

This already is a war.

[Birds Chirping]

You're dead. You're so dead.
[Giggles]
You're dead.

I—I don't
wanna hurt you.

I'm not afraid.

Hey.

[Laughs]

[Motorcycle Approaching]

Logan!
It's Logan.

You miss me, kid?

Not really.
Mm. How you doing?

I'm okay.
How are you?
Who's this?

Oh, this is Bobby.
He's my—
I'm her boyfriend.

Call me Iceman.

Right.
Boyfriend?

So how do you guys—

Well, we're still
working on that.

Look who's come back.
Just in time.

For what?
We need a baby-sitter.

Baby-sitter?
Nice to see you again,
Logan.

- Hi, Logan.
- Hi, Jean.

Uh, I should go
and get the jet ready.

Yeah, well,
it was good to meet you.

Come on.
Let's go.
Bye, Logan.

- [Rogue]
I'll see you later.
- Okay.

Storm and I
are heading to Boston.

We won't be gone long.

The professor wants us
to track down a mutant
who attacked the president.

So it was a mutant?

You'll be here
when we get back—

unless you plan
on running off again.

[Inhales]
Well, I can probably think of
a few reasons to stick around.

Find what you were
looking for, Logan?

More or less.

I'll see you boys later.

- Be safe, okay?
- You too.

- Bye.
- See ya.

Aren't you gonna
welcome me home?

Your bike needs gas.

Then fill her up.

?? [Classical]
[Beeps]

[Beeps]

[Beeping]

[Exhales Deeply]

Mr. Laurio.

How long
can we keep this up?

How long is your sentence?

Forever.
Not necessarily forever,
Mr. Lehnsherr.

Just until
I've got all that I need.

Mr. Stryker.
How kind of you to visit.

Have you come back to make sure
the tax-payers' dollars
are keeping me comfortable?

[Rattling]

Ohh!
[Groans]

[Moans]

[Groans]

[Exhales Deeply]

Done. You can go.

Now...

Mr. Lehnsherr...

I'd like to have one final talk...

about the house
that Xavier built...

and the machine
called Cerebro.

Logan, my tolerance for your smoking
in the mansion notwithstanding...

continue smoking that in here
and you'll spend the rest of your days...

under the belief that
you're a six-year-old girl.

- You'd do that?
- I'd have Jean braid your hair.

Welcome back.

[Gasps]

Ooh.

[Cerebro Whirring]
You want me to leave?
[Clears Throat]

No. Just don't move.

These lights represent
every living person on the planet.

White lights are humans.

And these
are the mutants.

[Voices, Indistinct]

Through Cerebro,
I'm connected to them.

And they to me.

You see, Logan...

We're not as alone
as you think.

[Voices Continue]

I found the base
at Alkali Lake.

There was
nothing there.

The broken line represents
the path of the mutant
who attacked the president.

I've been finding it difficult
to get a lock on him.

Well, can't you just
concentrate harder?

If I wanted to kill him, yes.

There.

[Xavier] Looks like
he's finally stopped running.

[Speaking German]

I need you
to read my mind again.

Logan...

I'm afraid the results
will be the same as before.

- We had a deal.
- The mind is not a box that can
be simply unlocked and opened.

- It's a beehive with a million
different compartments.
- Spare me the lecture.

I have no doubt that your amnesia,
your adamantium skeleton, the claws...

are all somehow connected.

But, Logan...

sometimes the mind needs to
discover things for itself.

I promise you we'll
talk again when I return.

Oh. If you will be kind enough
to watch over the children tonight...

Scott and I are going to
visit an old friend.

[Xavier] I'm sending
coordinates of where the mutant
seems to have settled for now.

Soon as you find him,
bring him back to the mansion.

Let's hope
he cooperates.

Yes. For his sake.
Good luck.

[Birds Chirping]

[Swish]

[Door Hisses]

[Swish]

[Stryker's Voice]
Stryker, William.

[Door Unlocks, Hisses]

What are you
doing in here?

Estoy tirando la basura.

Garbage.

[Dog Barking In Distance]

[Wind Whistling]

[Creaking]

These are
the coordinates.

[Birds Cooing]

- [Man Speaking German]
- [Whooshing]

[Whooshing]
[Man Speaking German]

[Whooshing]

[Whooshing]
[Continues Speaking German]

[Whooshing]
He's a teleporter.

- [Whooshing]
- Must be why the professor
had trouble locking onto him.

- [Storm]
We're not here to hurt you!
- [Birds Fluttering]

We just wanna talk!

[Speaking German]

- Are you bored yet?
- Oh, yeah.

[Storm]
Sure you don't wanna come down?

[Thundering]

[Wind Whistling]

[Screaming]

[Man Breathing Heavily]

- You have him?
- He's not going anywhere.

Are you?

Please don't kill me.
I didn't mean to harm anyone.

Now why would people
have gotten that impression?

[Storm]
What's your name?
Wagner. Kurt Wagner.

[Kurt]
There was so much shooting...

such fear...

and then
there was only pain.

I could see it all happening...

but I couldn't stop myself.

It was like a bad dream.

Perhaps He is testing me.

And before you were
in the White House...

what do you remember?

Nothing. I was here.

Jean.

I'd rather get him
back to the professor.

The professor?

Did you do these yourself?

Yes.

And what about this?

[Exhales Deeply]

[Clinking]

[Clinking Continues]

[Logan] I need you
to read my mind again.

[Xavier]
I'm afraid the results
will be the same as before.

[Man]
He'll be indestructible.
[Man #2] His entire skeleton—

Adamantium.
[Xavier]
Sometimes the mind needs to
discover things for itself.

Wolverine.
[Eerie Screech]

[Warbling Voice]
No memory. He'll have no memory.

[Grunting]
[Breathing Heavily]

[Gasps]

[Breathing Heavily]

[Newscaster]
A dozen tourists in
the White House during the attack...

are still being
held for questioning.

[Man On TV]
Best tasting food.
A machine that's so darn easy—

...president will
address the nation—

[Channels Changing]

[Woman]
For the White House assassin,
following hundreds of-

Can't sleep?

- How can you tell?
- 'Cause you're awake.

Right. How about you?
[Channel Changes]

I don't sleep.
[Channel Changes]

Hey.

Doesn't anybody
sleep around here?

Apparently not.

Got any beer?
This is a school.

So that's a "no"?
Yeah, that's a "no."

Got anything other
than chocolate milk?

There should be some soda
in that small cupboard.

Thanks.
No problem.

I'll take him from here.

It's all right, Scott.

Nice shades.
Thanks.

[Electronic Humming]

[Door Hisses]

Charles Xavier.
Have you come to rescue me?

Sorry, Eric. Not today.

To what do I owe
the pleasure?

The assassination attempt
on the president—

What do you
know about it?
Nothing.

Only what I read
in the papers.

You really shouldn't
have to ask, Charles.

What's happened to you?

I've had frequent visits
from William Stryker.

You remember him,
don't you?

William Stryker.

His son, Jason,
was once a student
of yours, wasn't he?

Yes. Years ago.

Unfortunately,
I wasn't able to help him...

at least not in the way
that his father wanted.

And now you think
that taking in the Wolverine...

will make up for your failure
with Stryker's son.

[Insects Chirping]

How long you been here?
Couple years.

And your parents just sent you off
to mutant school?

Actually, my parents
think this is a prep school.

Oh, I see.

I suppose lots of prep schools
have their own dorms, campuses—
Jets.

So you and Rogue,
huh?
Yeah.

It's not what you think.
I'd like it to be, but it's just—

It's just that it's not easy...

when you wanna be
closer to someone...

but you can't.

You know, I've seen how
you look at Dr. Grey.

Excuse me?
Nothing.

[Eric]
You haven't told him
about his past, have you?

I've put him on the path.

Logan's mind is still fragile.

Is it?

Or are you afraid of losing
one of your precious X-Men...

old friend?

Eric, what have you done?

I'm sorry, Charles.

I couldn't help it.

What have you told Stryker?

[Sighs]

Everything.

The war has begun.

Scott!
You should've killed me
when you had the chance!

[Yells]

[Groans]

[Knuckles Cracking]

[Woman Narrating On TV]
But now and then...

every mother needs to get away.

Without her,
the babies are helpless.

Sensing danger,
the mother rat races home.

The babies can't
even see the killer.

And someone uninvited
is coming to dinner.

She arrives too late
for one baby.

The centipede was deadly.
[TV Continues, Indistinct]

Hi.

- [Grunts]
- [Thud]

[Many Footsteps]

- What is it?
- Shh, shh.

[Dart Gun Firing]

[Gasps]

[Helicopters Whirring]

You picked
the wrong house, bub.

- [Tremendous Shrieking]
- [Soldiers Groaning]

[Shrieking Continues]
[Yelling]

[Shrieking Continues]

[Gunshots]

[Shrieking Continues]

[Shrieking Stops]

[Grunting]

[Grunts]

[Yells]

[Breathing Heavily]

You all right?

Stay here.

[Muffled Yelp]

[Groans]

[Children Screaming]

Come on!
Run!

[Children Screaming]

[Yelling]

Move, move, move!

[Helicopter Whirring]

This way.
Let's go. Come on!

[Breathing Heavily]

[Child Moaning Softly]

Go, go, go!

Run!

Run!
John! Hey.
Where's Rogue?

I don't know.
I gotta find her.

Hey!

Come on!
Here. Take her.

Hurry!

[Grunts]

Go on. Get in.
Let's go. Let's go.

Come on.
Let's go! Come on!

Hey. Take him.
He's stunned.

I can help you.
Help them.

[Clatter]

- [Soldier Screams]
- [Machine Gun Fire]

Rogue!
Bobby!

This way.

[Screams]

Come on. Everybody,
follow me up here.

[Helicopter Whirring]

Move! Move!
Go! Go!

[Bobby]
Come on.

[Yelling]

[Soldiers Groaning]

Let's go.

- [Helicopter Whirring]
- Come on. This way.

This is it.

Logan!

You wanna shoot me?
Shoot me!

[Stryker]
Don't shoot him!

Not yet.

Wolverine?

Well, I must admit, this is
certainly the last place...

I'd expect to find you.

How long has it been?
Fifteen years?

You haven't
changed one bit.

Me, on the other hand—

Nature.

Wait! Wait! You guys,
we gotta do something.
They're gonna kill him.

- He can handle himself. Let's go.
- Bobby!

Please.

I didn't realize Xavier
was taking in animals—

even animals
as unique as you.

Who are you?

Don't you remember?

No! No!

Logan, come on.
Let's go.

[Bobby]
Logan.
Go! I'll be fine.

But we won't.

[Device Whirs,
Begins Beeping]

Go. Keep going.

[Logan] All right.
Get in. Get in!
I'm driving.

Hey. Maybe next time.

This is Cyclops's car.

Oh, yeah?

[Engine Revving]

[Radio Chatter]

What the hell
was that back there?

Stryker. His name is Stryker.

[Rogue]
Who is he?

I can't remember.

[Man On Radio]
Zone one clear.

[Man #2 On Radio]
Roger that.

Here. This is yours.

[Grunts] I don't like
uncomfortable silences.

- What are you doing?
- ?? [Pop]

[All Groaning]

[Whirring]

I don't think
that's the CD player.

[Beeps]
Whoa.

- Sit back.
- [Device Beeps]

- Where we going?
- Storm and Jean are in Boston.
We'll head that way.

- My parents live in Boston.
- Good.

[Radio Chatter]

Sergeant?

Most of the mutants escaped
through a series of tunnels
that weren't in our schematics.

We have several in custody.

[Stryker]
How many?
Six, sir.

[Hi-Pitched Warbling]

[Door Hisses]

[Computer, Female Voice]
Welcome, Professor.

Take what we need, gentlemen.

[Commotion]

[Man On TV]
Look, I just think all this
anti-mutant protesting...

underscores
the genuine growing concern
among most Americans.

I think
mutant registration—
But why stop there?

Maybe it would be easier
to round up mutants
by the truckload.

Or maybe you'd like
all-out war, Mr. Shaw.
Oh, please.

Turn that shit off, Lou.

[Woman]
Lot on your mind?

Mr. Laurio?

I'm Grace.

You want another beer?

Of course you do.

[Door Slams]

[Moaning]

[Laurio]
You're really aggressive.
Yes, I am.

[Both Moaning]

Oh, I— I've never hooked up
with a girl like you before.

[Chuckles]
I know.

It's, uh, kinda dirty in here,
don't you think?

- That's the idea. Velcro.
- [Crackling]

Nice.
Bottom's up.

I certainly hope so.

[Exhales Deeply]
[Mug Drops To Floor]

[Belches]

[Clang]

Bottom's up.

- William.
- Please, Xavier, don't get up.

[Electronic Static]

I call it
the neural inhibitor.

It keeps you outta here.

What have you
done with Scott?

Don't worry.
I'm just giving him
a little reeducation.

Of course, you know
all about that, don't you?

William, you wanted me
to cure your son.

But mutation
is not a disease.
You're lying!

You were more frightened
of him than I was.

You know,
just one year after Jason
returned from your school...

my wife—

You see he resented us.

He blamed us
for his condition.

So he would
toy with our minds...

projecting visions
and scenarios into our brains.

Well, my wife,
in the end—

She took a power drill
to her left temple...

in an attempt
to bore the images out.

My boy, the great illusionist.

[Crackling]

For someone
who hates mutants...

you certainly keep
some strange company.

Oh, they serve
their purpose...

as long as
they can be controlled.

You arranged the attack
on the president.

You didn't even
have to read my mind.

You know,
I've been working with mutants
as long as you have, Xavier...

but the most frustrating thing
I've learned...

is that nobody really knows
how many even exist...

or how to find them—

except you.

Unfortunately, this little potion
won't work on you, will it?

You're much too powerful
for that.

Instead, we'll go
right to the source.

Allow me to introduce mutant 143.

The fluid secreted by his brain
acts as a mind-controlling agent.

[Machinery Hissing]
But that's only
where it begins.

Jason.

Oh, my God, William.
This is your son.

What have you
done to him?
No, Charles!

My son is dead...

just like the rest of you.

[Hissing Continues]

[Gasps]

[Shouts]
Mom? Dad? Ronny?

Is anybody home?
[Clinking]

I'll try and find you
some clothes.

[Clinks]
Don't burn anything.

Hey. I found some of
my mom's old clothes.

I think they're from
before I was born.

Groovy.

[Beeps]
[Soft Static]

[Static Continues]

Hello.
[Static Continues]

Come on, Jean.
Where are you?

[Clock Ticking]

These are
my grandmother's.

Thanks.

You won't hurt me.

[Inhales Deeply]

Wow.

[Breathing Heavily]

- [Gasps]
- I'm— I'm sorry.

[Breathing Heavily]

[Exhales Deeply]
It's okay.

[Sniffing]

Mmm.

[Soft Clatter]

[Purring]

[Door Opens]
[Adamantium Claws Retract]

- [Cat Meows]
- [Door Shuts]

[Dad]
Hey, Ronny. Next time you—

Who the hell are you?

Uh—
Bobby.

Honey, aren't you
supposed to be at school?

- [Dad]
Bobby, who is this guy?
- Uh, this is Professor Logan.

[Cat Meowing]

There's something I need to tell you.

[Typing]

[Beeps]
You're clear.

?? [Classical Piano]

Have a nice sleep, Lehnsherr?

There's something different
about you, Mr. Laurio.

Yeah. I was having
a good day.

No. No, it's not that.

- Sit down.
- No.

- [Baton Clacks]
- Sit your ass down.

- What could it be?
- [Gasping]

What are you doing?

Ahh. There it is.

Too much iron in your blood.

[Gasping]

[Crackling]

[Grunts]

[Laughs]

Mr. Laurio, never trust
a beautiful woman...

especially one
who's interested in you.

[Plastic Shattering]

[Men Groan]

[Clink]

[Clink]
So, uh...

when did you first know
you were a—

[Clink]

A-
[John]
A mutant?

Would you cut that out?

[Dad]
You have to understand,
[Clink]

We thought Bobby
was going to a school
for the gifted.

- Bobby is gifted.
- We know that. We just
didn't realize he was—

We still love you, Bobby.
It's just this mutant problem
is a little—

- What mutant problem?
- Complicated.

What exactly are
you a professor of,
Mr. Logan?

Art.

[Rogue]
Well, you should see
what Bobby can do.

[Ice Crackles]
[Mom]
Bobby.

I can do a lot more than that.

- [Meows]
- [Chuckles]

[Breathing Heavily]

Oh. Ronny!

This is all my fault.
[John]
Actually...

they discovered that males
are the ones who carry
the mutant gene and pass it on...

so it's his fault.

[TV Newscaster]
...the assassination
attempt...

[Dialing Phone]
[Line Ringing]

[Woman]
911. Please state your emergency.

I need the police.
There are people
in our house.

They won't let us leave.
[TV] Authorities
refused to comment...

but it's believed
that a manhunt for several
fugitives from the facility...

is now underway.

[Beeping]
Nobody's responding.
I can't get a signal.

Why don't you take a break?
I'll keep trying.

Right.

[Speaking In German]

[Continues]

So, what are they?

They are angelic symbols...

passed on to mankind
by the Archangel Gabriel.

They're beautiful.
How many do you have?

One for every sin...

so quite a few.

You and Miss Grey
are schoolteachers?

Yes. At a school
for people like us...
where we can be safe.

Safe from what?

Everyone else.

You know, outside of the circus,
most people were afraid of me.

But I didn't hate them.
I pitied them.

Do you know why?

Because most people
will never know anything...

beyond what they see
with their own two eyes.

Well, I gave up on pity
a long time ago.

Someone so beautiful
should not be so angry.

Sometimes anger...

can help you survive.

So can faith.

[Jean]
Storm, I found
an active com device.

Where?

[Beeping]

Oh, it's for me.

Bobby...

have you tried
not being a mutant?

No one's left, Jean.
Soldiers came.

What about the children?
Some of them escaped.
I'm not sure about the rest.

We haven't been able
to reach the professor
or Scott either.

Where are you, Logan?
Boston, with
Bobby Drake's family.

- Okay. We're on our way.
- And Storm? Make it fast.

We have to go now.
Why?

Now!
Logan, what's wrong?

Drop the knives
and put your hands in the air.

- [Logan]
What's going on here?
- Ronny.

[Policeman]
I said drop the knives.
[Banging]

Open the door!
[Policeman]
Break it.

- [Screams]
- Turn around.

- Up against the wall.
- Okay!

This is just
a misunderstanding.
Put the knives down.

I can't.

Look.

- Oh!
- [Screams]

All right, the rest of you,
on the ground now.

Look, kid,
I said on the ground.

[Policewoman]
We don't want to
hurt you, kid.

You know
all those dangerous mutants
you hear about on the news?

I'm the worst one.

[Siren Blaring]

Look out!

[Gasps]

[Wind Whistling]

[Jets Whirring]

[Neck Cracks]

Guten tag.

Who the hell is this?
Kurt Wagner.

But in the Munich circus,
I was known as
"the Incredible Night crawler"—

- Aw, save it. Storm?
- [Storm]
We're outta here.

[Engine Revving]
Whoa.

Jason, stop it!

[Gasps]

[Sniffling]

- [Crying Softly]
- It's all right.

You can come out.
Have they gone?

Yes.

- Where are all the other students?
- I don't know.

Well, then, we'll have to
find them, won't we?

We'll use Cerebro.

Come on.

How far are we?

We're actually coming up
on the mansion now.

I've got two signals approaching.

Coming in fast.

[Woman]
Unidentified aircraft, you are ordered
to descend to 20,000 feet.

Return with our escort
to Hanscom Air Force base.
You have 10 seconds to comply.

- Wow. Somebody's angry.
- I wonder why.

[Woman] We are coming up
alongside you to escort you
to Hanscom Air Force base.

Lower your altitude now.

Repeat, lower your altitude to 20,000 feet.
This is your last warning.

They're falling back.

[Beeping]

[Storm]
They're marking us.

- What?
- They're gonna fire. Hang on!

[Alarm Continues Beeping]

[Storm]
I gotta shake 'em.

- Please don't do that again.
- I agree.

Don't we have
any weapons in this heap?

[Computer Voice]
Warning, warning, warning.

Warning, warning, warning,
warning, warning.

Warning, warning, warning,
warning, warning, warning.

Warning, warning, warning—

- Everybody okay back there?
- No.

[Beeping]

Oh, my God.
There's two of 'em.

There's one more.

Jean—

[Gasps]
Oh, God!

- [Screaming]
- Rogue!

- No!
- [Alarm Blaring]

- Jean?
- It's not me.

[Panting]

When will these people
learn how to fly?

[Chuckles]

Thank you.
Bitte schön.

- Can you hear
what they're saying?
- I could take a closer look.

His name is
Colonel William Stryker...

and he invaded your mansion
for one purpose:

He wanted Cerebro.

Or enough of it
to build one of his own.

But that doesn't make any sense.
Stryker would need the professor to operate it.

Which I think is the only reason
my old friend is still alive.

Oh, my God.

Now, what are you all so afraid of?

While Cerebro is working,
Charles' mind is connected...

to every living person
on the planet.

If he were forced to
concentrate hard enough
on a particular group—

let's say, mutants,
for example—

- he could kill us all.
- Wait a minute.

How would Stryker even know
where to find Cerebro
in the first place?

Because I told him.

I helped Charles build it,
remember?

Mr. Stryker has
powerful methods
of persuasion.

Even against a mutant
as strong as Charles.

So who's this
Stryker anyway?
He's a military scientist.

He spent his whole life
trying to solve
the mutant problem.

If you want
a more intimate perspective,
why don't you ask Wolverine?

You don't remember,
do you?

William Stryker, the only
other man I know who can
manipulate adamantium.

The metal on your bones.
It carries his signature.

- But the professor-
- The professor trusted...

you were smart enough to
discover this on your own.

He gives you more credit
than I do.

- Why do you need us?
- Mystique has discovered plans
of a base...

that Stryker's been
operating out off or decades.

We know that's where
he's building the second Cerebro...

but we don't know
where this base is...

and I believe
one of you might.

- The professor already tried.
- Once again, you think
it's all about you.

Oh... hello.

I didn't mean to snoop.
Just try and relax.

[Gasps]
I'm sorry.

Stryker's at Alkali Lake.

[Logan]
That's where the professor
sent me. There's nothing left.

There's nothing left
on the surface, Logan.
The base is underground.

[Exhales]

Hey.
Hey.

You okay?

Yeah.
You sure?

How we doing?
Not good.

It'll take four or five hours before
I can get it off the ground.

That's not what I meant.

I'm just worried
about Scott.
I'm worried about you.

That was some display
of power up there.

Obviously, it wasn't enough.
Hey, hey.
Come on. All right?

I love him.

Do you?

Girls flirt with
the dangerous guy, Logan...

they don't take him home.

They marry the good guy.

I could be the good guy.

Logan, the good guy
sticks around.

[Softly]
Jean.
Please. Please.

Don't make me
do this.
Do what?

This.

Excuse me.

They say you can
imitate anybody...
even their voice.

[Imitating Night crawler]
Even their voice.

Then why not
stay in disguise
all the time?

You know,
look like everyone else.

Because
we shouldn't have to.

Look—

No one's ever left a scar
quite like you.

What do you want,
an apology?

You know what I want.

But what do you want?

What do you really want?

I want you to get out.

Jesus.

Why don't we get uniforms?
Yeah, where's ours?

They're on order.
Should arrive in a few years.

[Chuckling]

We love what you've done
with your hair.

Hey, hey.
Come on. Let's go.

So, they say
you're the bad guy.

[Lighter Clicking]
Is that what
they say?

That's a dorky-looking
helmet. What's it for?

This dorky-looking helmet
is the only thing
that's gonna protect me...

from the real bad guys.

- What's your name?
- John.

What's your real name,
John?

Pyro.

Quite a talent
you have there, Pyro.

I can only manipulate
the fire.

I can't create it.

You are a god among insects.

Never let anyone tell you different.

Sir, the machine
has been completed
to all specifications.

Good.

[Electric Crackle]
Ow!

If I may ask, sir, why are we
keeping the children here?

I'm a scientist,
Sergeant Lyman.

When I build a machine,
I wanna make sure that
it's working.

All right, this is
a topographic map
of the dam.

This is the spillway.

You see these
density changes
in the terrain?

They're tire tracks.
That's the entrance.

Mm-hmm. And this
shows the depth of the ice
that's covering the ground.

Now, this is recent
water activity.

If we go in there,
Stryker could flood
the spillway.

[Storm]
Can you teleport inside?

No. I have to be able
to see where I'm going...

otherwise I could
wind up inside a wall.

I'll go. I have a hunch
he'll want me alive.

Wolverine, whoever goes into
the dam needs to be able to
operate the spillway mechanism.

What do you intend to do?

Scratch it with your claws?

I'll take my chances.

But I won't.

Sir, there's someone
coming down the spillway.

I'm flooding it.
Wait.

Stryker!
[Echoing]

Stryker!

Well, look who's come home.

[Guard]
Move and you're dead.

The one thing I know
better than anyone
is my own work.

Seal the room. Shoot it.

Seal the room
Step away!

We have a metamorph loose.
Could be anybody.

Anybody?
What—

Can you override
the spillway mechanism?

Everything's controlled
from inside that room.
That's why the doors are so thick.

Oh, really?
Get some charges!
Blow the doors open!

Take out these cameras!

I'm in.

She's good.
You have no idea.

- [Man]
Fire in the hole.
- [Beeping]

Move, move, move.

[Electrical Crackling]

Sergeant, she's opened
the spillway doors.

More mutants
have entered the base.
How many?

We've lost coms.
There's some sort of
electrical interference—

Sergeant Lyman,
gather the rest of your men
and meet me outside Cerebro.

You carry on.
When I come back, I want
this door open all the way!

[Female Computer Voice]
Welcome, Professor.

- Don't leave me alone, please?
- You can come inside.

[Loud Creaking]

Have you found it?

A large portion of energy
from the dam has been diverted
to this chamber.

[Storm] Cerebro.
[Magneto]
There it is.

Can you shut it down
from here?
No.

Come. There's
little time.
Not without us.

Oh, my God.
The children.

- Kurt, will you come with me?
- Yes.

[Storm] Where are they?
[Mystique] They're being held
in a containment cell one level down.

Stryker.
All right...

we'll get the children
and meet you at Cerebro.

[Jean]
Okay. I'll try to find Scott
and the professor.

- Will you be all right without us?
- Yeah. I'll be fine.

Where's Logan?

He's gone.

You, set up a perimeter.
[Man] Move, move.

Jason.

It's time.

Time to
find our friends.

Is it time to
find our friends?

- All of them.
- All of them?

- All of the mutants.
- All the mutants?

- Everywhere.
- Everywhere?

That's right.
[Girl]
Every one of them?

Oh, yes.
[Girl]
Good.

It's time to
bring it to an end.

Make me proud.

Just don't move.

Kill anyone
who approaches...
even if it's me.

Go! I'll take care of him!

This is one lover's quarrel
we cannot get involved in, my dear.

[Panting]
Scott!

Scott?

- [Child]
Help us! Anybody!
- Listen.

[Children At Once]
Help! Get us out of here.

- Julie?
- Storm.

Get us out of here!
Okay, we're coming.

- [Whooshing]
- [Gasping]

[Jean]
Scott!

Scott, don't do this!

[Cries Out]
Jean, no, no, no.
It's okay.

It's okay. It's me.

Scott.
I'm so sorry.

I thought I'd lost you.
Oh, God.

I'm so sorry. I could see you,
but I couldn't stop myself.

I tried.
I'm sorry.
I love you so much.

I love you.

[Cries Out]
My leg.
Okay, easy. Easy.

Scott...

something's wrong.

My God. No!

[Girl]
Have you found the mutants yet?
Have you found all of them?

[Xavier] I'm trying.
There are so many of them.

[Girl]
Then concentrate.

Concentrate.

[Rumbling]

[Bubbling Sound]

- [Growling]
- [Claws Slashing]

[Breathing Heavily]

[Screaming]

The tricky thing about
adamantium is...

that if you ever
manage to process...

its raw, liquid form,
you gotta keep it that way.

Keep it hot.

Because once the metal cools,
it's indestructible.

But you already
know that.

I used to think you were
one of a kind, Wolverine.

I was wrong.

[Adamantium Claws Extend]

Holy shit.

[Neck Cracks]

[Shouts]
[Gasping]

[Groans, Gasping]

[Growling]

[Panting, Coughing]

That's it.

Whoa. Where do you
think you're going?

I'm sick of this kid's table shit.
I'm going in there.

[Rogue]
John, they told us to stay here.

You always do as you're told?

[Gasping]

[Yelling]

[Grunting]

[Clank]

[Girl]
Find all the mutants.

Find them.

Find all the mutants.
Find them all. Each one.
All of them.

Good.
[Girl's Voice]
Kill them.

[Whirring]

[Metallic Clanking]

[Screaming]

[Girl]
Concentrate. Concentrate harder.

Now, find them all.
Find all the mutants.

You, concentrate harder.

Kill them.
Kill them all.

Kill them.

[Gasping]
Cerebro.

We're too late.
[Both Screaming]

- [Screaming]
- [Loud Humming]

[Screaming]

Eric, hurry!

[Groaning]

[Humming Stops]

That's strange.

[Breathing Heavily]

[Whimpers]

How does it
look from there, Charles?

Still fighting the good fight?

From here, it doesn't
look like they're playing
by your rules.

Maybe it's time to play by theirs.

There's been
a change of plan.

[Whispering, Indistinct]

Good-bye, Charles.

There's been
a change of plans.

Now find them.
Find them all—
the humans.

Find all the humans.
Every one.

[Groans]

[Screams]

[Whimpers]
How does it feel, bub?

Why did you come back?
You cut me open.
You took my life!

You make it sound as if
I stole something from you.

As I recall,
it was you who volunteered
for the procedure.

Who am I?
You...

are just a failed experiment.

[Cries Out]
[Grunts]

If you really knew
about your past...

what kind of person you were...

the work we did together-

People don't change,
Wolverine.

You were an animal then.
You're an animal now.

I just gave you claws.

[Alarms Blaring]

[Blaring Continues]

[Rumbling]

[Alarm Continues Blaring]

What the hell is that?
What is it?

The dam's ruptured.
It's gonna flood water
into the spillway.

It's trying to relieve the pressure.
It's too late.

In a few minutes,
we'll all be underwater.

Come with me, and I'll tell you
everything you want to know.

You can't help your friends.
They're as good as dead,
Wolverine.

You're a survivor,
always have been.

Oh, I thought
I was just an animal...
with claws.

If we die, you die.

[Screams]

Aaah!

There are no exits that way, Wolverine!

[Girl]
Find all the humans.
Every one. Find them.

[Voice Echoing]
Find all the humans.
Find them all.

- What is this?
- Cerebro.

Storm.

Jean.
Are you okay?
Yeah. I'm fine.

What's happening?

Professor's still in there...
with another mutant.

He's trapped
in some kind of illusion.

Oh, my God.

Magneto's reversed Cerebro.
It's not targeting mutants anymore.

- [Storm]
Who is it targeting?
- Everyone else.

[Grunting]

[Loud Humming]
[Yells]

Impossible.
[Cries Out]

[Voices Crying Out]

[Screams Continue]

- Everybody stand back.
- Scott, no. His mind is connected to Cerebro.

Opening the door could kill him
and everyone his mind is linked to.

Wait. Kurt,
I need you to
take me inside.

- Storm, who is this guy?
Who are you?
- My name is Kurt Wagner...

but in the Munich circus—
He's a teleporter.

I told you, if I can't see
where I'm going—

I have faith in you.

Don't believe
anything you see in there.

Our Father,
who art in heaven,
hallowed be thy name.

Thy kingdom come,
they will be done on Earth—

[Whooshing]
As it is in heaven.

Hello.

What are you looking for?

Professor, can you hear me?

- You've got to stop Cerebro now.
- Who are you talking to?

No. Don't move.

But she's just a little girl.

No, she's not.

I've got my eyes on you.

Mr. Stryker.

Funny, we keep
running into each other.

Mark my words,
it'll never happen again.

[Gasps]

Kurt, it's about
to get very cold in here.

I'm not going anywhere.

What are you doing?

[Shivered Breathing]

[Girl's Voice]
Find all the humans. Kill them.

Every single one.
Find all the humans.

Focus. Focus.
Find all the humans.

[Voices Gasping, Crying Out]

- Stop it!
- [Shivering]

[Voices Continue,
Indistinct]
[Shivering]

Jason.
He's going to be
so angry at me.

[Screaming, Gasping]

[Panting]

[Whispering]
Logan. Logan, where are you?

[Alarm Blaring]

[Storm]
We have to get out
through the spillway.

You don't want to go
that way. Trust me.

[Rumbling]

Come on.
There's another way
out of here.

The helicopter
was right here!

[Rumbling]

[Screaming]

[Breathing Heavily]

I will take him.
Okay.

[Whooshing]
[Gasps]

It's okay, Rogue. It's okay.
You can let go, honey.

- Let go.
- Go. I'll be fine.

You sure?
Yeah.

Who has the answers,
Wolverine?

Those people?

That creature
in your arms?

Huh?

[Louder]
Huh?

I'll take my chances with him.

One day, someone will finish
what I've started, Wolverine!

One day!

Scott, we've got to
get to Washington.

I fear this has gone beyond Alkali Lake.

Bobby.
I got 'im.

You okay?

I am now.

- What's wrong?
- Vertical thrusters are off line.

[Logan]
So fix 'em.
I'm trying.

- Has anyone seen John?
- Pyro?

Where the hell
is he?

He's with Magneto.

[Storm] They're functioning,
but I don't know how long
they're going to last.

[Scott]
I'm trying to override.
It's not responding.

- [Grunts] Come on!
- [Storm] Oh, no,
we've lost the power.

[Scott]
There's power in the fuel cells,
we're just not connecting.

[Storm]
Okay. I've—

[Dialogue Fades Out]

[Gasps]

[Storm]
Scott, the engine
control system is shot.

- Which part?
- All of it.

- [Scott]
Where's the override?
- [Storm] It's gonna take some time.

[Dialogue Continues,
Indistinct]

[Scott]
Storm, we need some kind
of external power.

- Jean?
- Wait. Where is Jean?

She's outside.

No, we're not leaving!
Lower the ramp!

[Scott]
Storm, lower it!

I can't.

[Rumbling]

[Storm]
She's controlling the jet.

You, get her, now!
She's not letting me.

Damn it!

I know what I'm doing.

- This is—
...the only way.

Jean, listen to me.

Don't do this.
Good-bye.

- [Logan] Oh, no! No!
- No! No!

She's gone.

- She's gone.
- Don't you say that!

We gotta go back.
She's gone.

No! No.

[Sobbing]

[Crying]

She's gone.
She's gone. She's—

She's gone.

The Lord is my shepherd.
I shall not want.

He maketh me to lie down
in green pastures.

Yea, though I walk through
the valley of the shadow
of the death...

I will fear no evil...

for thou art with me.

Today I've been given
an opportunity to shed light
on recent occurrences...

from the attack that
ended in this office—
Good morning.

Good morning— to
the unexplained phenomenon
that swept the Earth...

nearly annihilating
our way of life.
Good morning, Mr. President.

- Good morning. Do we like
this word "annihilating"?
- [Chattering]

Good morning.

[Cameras Clicking]
Good morning,
Mr. President.

Thank you.

Mr. President,
we're live in five, four,
three, two—

My fellow Americans,
in this time of adversity...

we are being offered
a moment...

a moment
to recognize a growing threat
within our own population...

and take a unique role
in the shape of human events.

[Static]

Did we just lose the feed?
Are we still live?

[Thunder Rumbling]

[Thunder, Louder]

Good morning, Mr. President.

Please, don't be alarmed.
We're not going to harm anyone.

- Who are you people?
- We're mutants.

My name is Charles Xavier.
Please, sit down.

- I'd rather stand.
- Rogue.

These files were taken
from the private offices
of William Stryker.

How did you get this?

Well, let's just say I know a little girl
who can walk through walls.

I've never seen
this information.
I know.

Then you also know
I don't respond well to threats.

Mr. President, this is not a threat.
This is an opportunity.

There are forces in this world,
both mutant and human alike...

who believe that a war is coming.

You will see from those files
that some have already
tried to start one...

and there have been casualties.

Losses on both sides.

Mr. President...

what you were about to
tell the world is true—
this is a moment.

A moment to repeat
the mistakes of the past...

or to work together
for a better future.

We're here to stay, Mr. President.
The next move is yours.

We'll be watching.
[Thunderclap]

[Whispering]
Mr. President.

You know...

even when Jean
was a student...

she was always hesitant
about her powers.

Always looking to others.

Feeling that in some way
she was left behind.

Do you think—

Could we have done
more to save her?

In the past, she may have let us.

There had to be another way.

Why did she leave the plane?

Because she made a choice.

- [Knocking]
- [Xavier]
Yes, come on in.

Hey, hey.

Listen, she did make a choice.

It was you.

[Girl]
Professor?

Is everything all right?

Yes, I think it will be.

Now, tell me, have any
of you read a book...

by an English novelist
named T.H. White...

called The Once and Future King?

No? Well—

[Continues, Indistinct]

[Jean's Voice]
Mutation.

It is the key
to our evolution.

It is how we have evolved from
a single-celled organism...

into the dominant species
on the planet.

This process is slow...

normally taking thousands
and thousands of years.

But every
few hundred millennia...

evolution leaps forward.

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